CROMWELL PROPERTY GROUP — Capital/Financing Update 2012

Jan 24, 2012

ASX Announcement

25 January 2012

Cromwell Property Group Announces Extension of On-Market Buy-Back

Cromwell Property Group (ASX: CMW) today announced an extension of its on-market buyback for a further 12 months as part of its capital management program. The buy-back has been extended because it remains important to Cromwell to maintain the maximum amount of flexibility with regard to its capital management strategies as possible in the current economic climate, particularly in times of heightened market volatility.

During the extended period up to a maximum of 63 million stapled securities may be bought back, which is less than 10 per cent of issued capital. The Appendix 3D lodged with ASX contains further information about how, and in what circumstances, Cromwell would buy-back securities. In particular, the Directors take into account a number of factors before electing to buy back securities including the available resources of the Group, whether a buy back is accretive to earnings and net tangible assets per security, the gearing of the Group and other potential uses of the Group’s available resources.

The buy-back period was to end on 25 January 2012 but will now continue until 25 January 2013 unless the maximum number of stapled securities are bought back or Cromwell decides to cease the buy-back earlier.

Trading in stapled securities will continue as usual on ASX before, during and after the buyback. Any stapled securities acquired by Cromwell under the on-market buy-back will be immediately cancelled.

ENDS.

Media Enquiries: Paul Weightman Managing Director/CEO +61 411 111 028 pweightman@cromwell.com.au

Cromwell Securityholder Enquiries:

Investor Services Centre 1800 334 533 (within Australia) +61 7 3225 7777 (outside Australia) invest@cromwell.com.au

Cromwell Property Group (ASX:CMW) comprising Cromwell Corporation Limited (ABN 44 001 056 980) and Cromwell Property Securities Limited (ABN 11 079 147 809 AFSL 238052) as responsible entity for Cromwell Diversified Property Trust (ABN 30 074 537 051 ARSN 102 982 598).

Further information and media releases can be found at the Cromwell website: www.cromwell.com.au

Appendix 3D Changes relating to buy-back

Rule 3.8A

Appendix 3D

Changes relating to buy-back ( except minimum holding buy-back)

Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001.

Name of entity

Cromwell Property Securities Limited (" CPSL ") ACN 079 147 809 as responsible entity for Cromwell Diversified Property Trust (" Trust " ) ARSN 102 982 598 and Cromwell Corporation Limited (" CCL ") ACN 001 056 980

We (the entity) give ASX the following information.

• 1 Date that an Appendix 3C or the 27 January 2011 last Appendix 3D was given to ASX

Information about the change

Complete each item for which there has been a change and items 9 and 10.

Column 1 (Details announced to market in Appendix 3C or last Appendix 3D)	Column 2 (Details of change to buy-back proposals)

On-market buy-back

• 2 Name of broker who will act on RBS Morgans Limited the company’s behalf

• 3 Deleted 30/9/2001.

4 If the company intends to buy Up to a maximum of back a maximum number of shares 69,000,000 stapled - that number securities Note: This requires a figure to be included, not a percentage. The reference to a maximum number is to the total number including shares already bought back and shares remaining to be bought back. If the total has not changed, the item does not need to be completed.

• See chapter 19 for defined terms.

Appendix 3D Page 1

30/9/2001

Appendix 3D Changes relating to buy-back

5 If the company intends to buy back a maximum number of shares - the number remaining to be bought back 6 If the company intends to buy- back shares within a period of time - that period of time; if the company intends that the buy- back be of unlimited duration - that intention 7 If the company intends to buy back shares if conditions are met - those conditions	Column 1 (Details announced to market in Appendix 3C or last Appendix 3D)	Column 2 (Details of change to buy-back proposals)
	Up to a maximum of 63,000,000 stapled securities
	The Cromwell Property Group will continue buying back stapled securities for a further 12 months from the conclusion of the existing buy-back period unless concluded earlier (if the maximum number of securities are bought back before this date or the buy back is terminated by CPSL and CCL).	The Cromwell Property Group will continue buying back stapled securities for a further 12 months from the conclusion of the existing buy-back period unless concluded earlier (if the maximum number of securities are bought back before this date or the buy back is terminated by CPSL and CCL).
	Not applicable

All buy-backs

• 8 Any other change

• See chapter 19 for defined terms.

Appendix 3D Page 2

30/9/2001

Appendix 3D Changes relating to buy-back

9 Reason for change Directors want the on-market buy back to continue to be available as part of the Group’s capital management program.

• 10 Any other information material to Refer to the attachment for further information a shareholder’s decision whether regarding the buy-back, including the factors to accept the offer (eg, details of which will be taken into account before electing any proposed takeover bid) to buy back securities.

Compliance statement

1. The company is in compliance with all Corporations Act requirements relevant to this buy-back.

2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.

==> picture [369 x 82] intentionally omitted <==

----- Start of picture text -----

Sign here: Date: 25 January 2012
Company secretary
Print name: Nicole Riethmuller
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3D Page 3

30/9/2001

Attachment to Appendix 3D Cromwell Group

Buy-Back Progress

The buy-back originally announced on 24 January 2008 was for up to a maximum of 69,000,000 stapled securities. 5,565,342 stapled securities were bought back on-market for $4,681,411 (including brokerage) between 12 February 2008 and 25 June 2008. No stapled securities have been bought back since June 2008.

The current issued capital of the Group is 1,113,061,036 stapled securities.

Capital Management Program

The Directors take into account a number of factors before electing to buy back securities including the available resources of the Group, whether a buy back is accretive to earnings and net tangible assets per security, the gearing of the Group and other potential uses of the Group’s available resources.

Under Cromwell’s Securities Trading Policy, Cromwell is restricted from buying back any securities at certain times. This includes the periods from the end of each half-year or full year reporting period until the release of all material information in relation to that reporting period.

Cromwell has elected to continue the share buy-back as Directors remain of the view that continued volatility in financial markets and global economies necessitates a flexible approach to capital management, with the buy-back a possible option when considering how best to manage Cromwell’s capital and available resources.

No more than 63,000,000 stapled securities will be bought back during the extended buyback period, which will expire on 25 January 2013. If current market conditions continue Cromwell does not expect to buy-back any securities during the next 12 months.

Cromwell reserves the right to suspend or conclude the buy-back at any time.

Cromwell will continue to fund any buy-back primarily from its cash reserves. Cromwell may also use the proceeds of any asset sales to fund the buy-back. Cromwell will not borrow any funds to facilitate the buy-back.

The maximum Cromwell would buy-back is 63,000,000 securities which is within the ‘10/12 limit’ in the Corporations Act. Although this maximum has been set, the conduct of the buy-back combined with historic average trading volumes and the buy-back factors noted above are expected to result in an actual buy-back amount significantly lower than the maximum.

Conduct of Buy-Back

Cromwell will comply with the ASX Listing Rules in conducting the buy-back and all securities will be acquired on the ASX in the ordinary course of trading and in accordance with the ASX Market Rules. Stapled securities will be bought at the market price from time to time.

Cromwell will not dispose of the securities it buys back and will ensure that, immediately after registration of the transfer to Cromwell of the securities bought back, the securities will be cancelled.

Cromwell has a documented policy outlining how it will conduct the buy-back. That policy continues to be available free of charge to security holders on request.

Distribution / Dividend Reinvestment Plan

The Cromwell Property Group Distribution / Dividend Reinvestment Plan was re-introduced in 27 September 2010.

Related Party Holdings

The table below shows the number of stapled securities held by the Directors and entities associated with them as at 31 December 2011. CPSL and its associates may sell their stapled securities on-market during the buy-back period and these may be purchased by Cromwell under the buy-back.

Holder	Ordinary Stapled Securities	Performance Rights
CPSL	Nil	Nil
CCL	Nil	Nil
Geoff Levy	2,475,397	Nil
Paul Weightman	15,921,167	4,000,000
Robert Pullar	14,000,000	Nil
Daryl Wilson	1,972,200	1,740,000
David Usasz	2,320,000	Nil
Richard Foster	4,261,765	Nil
Michelle McKellar	409,500	Nil
Mark Wainer	Nil	Nil
Michael Watters	Nil	Nil
Geoff Cannings	58,000	Nil
Total	41,418,029	5,740,000